News Release

RPM Announces Completion of Redemption of Its 2.25% Convertible Senior Notes Due 2020

MEDINA, Ohio--(BUSINESS WIRE)--Nov. 27, 2018--
RPM
International Inc. (NYSE: RPM) announced today that it has completed
its previously announced redemption of all of its outstanding 2.25%
Convertible Senior Notes due 2020 (CUSIP No. 749685 AT0) (the “Notes”)
on November 27, 2018 (the “Redemption Date”).

In connection with the redemption, holders of $204,554,000 aggregate
principal amount of Notes converted their Notes in accordance with the
terms and conditions of the Notes. In settlement of those conversions,
RPM paid an aggregate of approximately $204,625,000 in cash, including
cash in lieu of fractional shares, and issued 598,601 shares of its
common stock in the aggregate.

RPM redeemed the remaining $446,000 aggregate principal amount of
outstanding Notes in accordance with its notice of redemption dated
September 25, 2018. RPM paid to the registered holders of the Notes that
were redeemed an aggregate of approximately $450,000, including accrued
and unpaid interest thereon to, but excluding, the Redemption Date. No
Notes remain outstanding following the conversions and the redemption
described in this press release.

RPM Chairman and Chief Executive Officer Frank C. Sullivan commented,
“As a result of our recent stock price performance, we met the criteria
to redeem these bonds early. By utilizing mostly cash to settle the
conversions, we are pleased that, from a diluted EPS perspective,
approximately 3.3 million shares are removed from our EPS calculation.
Additionally, the redemption and resulting conversions are neutral to
our current debt metrics. We will provide more information regarding our
future capital allocation at tomorrow’s Investor Day.”

For more information, contact Russell L. Gordon, vice president and
chief financial officer, at 330-273-5090 or rgordon@rpminc.com.

This press release contains “forward-looking statements” relating to our
business. These forward-looking statements, or other statements made by
us, are made based on our expectations and beliefs concerning future
events impacting us, and are subject to uncertainties and factors
(including those specified below) which are difficult to predict and, in
many instances, are beyond our control. As a result, our actual results
could differ materially from those expressed in or implied by any such
forward-looking statements. These uncertainties and factors include (a)
global markets and general economic conditions, including uncertainties
surrounding the volatility in financial markets, the availability of
capital and the effect of changes in interest rates, and the viability
of banks and other financial institutions; (b) the prices, supply and
capacity of raw materials, including assorted pigments, resins, solvents
and other natural gas- and oil-based materials; packaging, including
plastic containers; and transportation services, including fuel
surcharges; (c) continued growth in demand for our products; (d) legal,
environmental and litigation risks inherent in our construction and
chemicals businesses and risks related to the adequacy of our insurance
coverage for such matters; (e) the effect of changes in interest rates;
(f) the effect of fluctuations in currency exchange rates upon our
foreign operations; (g) the effect of non-currency risks of investing in
and conducting operations in foreign countries, including those relating
to domestic and international political, social, economic and regulatory
factors; (h) risks and uncertainties associated with our ongoing
acquisition and divestiture activities; (i) risks related to the
adequacy of our contingent liability reserves; and (j) other risks
detailed in our filings with the Securities and Exchange Commission,
including the risk factors set forth in our Annual Report on Form 10-K
for the year ended May 31, 2018, as the same may be updated from time to
time. We do not undertake any obligation to publicly update or revise
any forward-looking statements to reflect future events, information or
circumstances that arise after the date of this release.

About RPM

RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser.

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